EXCHANGE NOTICE. In the event all of the conditions described in Section 1 are satisfied as of the Determination Date and Shareholder elects to exercise its right to exchange its Exchangeable Subject Shares (as hereinafter defined), Shareholder shall provide written notice thereof (the "Exchange Notice") to APS, which Exchange Notice must be received by APS not later than the date (the "Expiration Date") which is one hundred eighty (180) calendar days after the Determination Date. In the event (i) any of the conditions required for an exchange to be permissible, as described in Section 1 above, fail to be satisfied on or prior to the Determination Date, or (ii) any of the conditions specified in subsections (b), (c) and (d) of Section 1 fail to be satisfied on or prior to the Closing Date, or (iii) APS fails to receive an Exchange Notice from Shareholder on or prior to the Expiration Date; then, in any such case, all of Shareholder's rights under this Agreement shall automatically terminate and be of no further force or effect whatsoever.
EXCHANGE NOTICE. If you want to exchange this Note into ADSs of the Issuer, check the box: ¨ To exchange only part of this Note, state the principal amount to be exchanged: $ If you want the share certificate, if any, made out in another person’s name, fill in the form below: (Insert other person’s Social Security or Taxpayer Identification Number) (Print or type other person’s name, address and zip code) Signature Guarantee: Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: Amarin Corporation plc 0 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx 00-00 Xxxxxx 0, Xxxxxxx Attention: VP of Finance Facsimile: 000-000-0000 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Amarin Corporation plc (the “Issuer”) as to the occurrence of a Fundamental Change with respect to the Issuer and specifying the Fundamental Change Purchase Date, and requests and instructs the Issuer to pay to the registered Holder hereof in accordance with the applicable provisions of this Note, (1) the entire principal amount of this Note, or the portion thereof below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. The certificate numbers of the Notes to be repurchased are as set forth: . Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B [FORM OF OPTIONAL PUT NOTICE] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Amarin Corporation plc (the “Issuer”) as to the occurrence of a Repurchase Date and specifying the Repurchase Date, and requests and instructs the Issuer to pay to the ...
EXCHANGE NOTICE. In order to exercise the exchange right provided for under Section 9.1, the exchanging Member shall present and surrender the certificate or certificates representing such Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, and, in the case of an Exchange pursuant to Section 9.1(a) or Section 9.1(c) above, the Class B Shares (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of Class B Shares is then appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, accompanied by written notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, and, in the case of an Exchange pursuant to Section 9.1(a) or Section 9.1(c) above, the Class B Shares represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Shares or Class C Shares to be received are to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Shares or Class C Shares are to be issued. The Member seeking to Exchange shall represent to each of the Company and the Managing Member in the Exchange Notice that such Member owns the Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, to be delivered at such Closing pursuant to Section 9.3, free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Notice, such Member shall covenant that such Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company and the Managing Member, that all such Liens have been released. An Exchange Notice may be revoked or modified at any time prior to consummation of the Exchange in the discretion of the Member seeking to Exchange. The Managing Member may adopt policies and procedures for the administration of Exchanges in addition to those set forth herein, which policies and procedures may include limitations on Members’ ability to Exchange other than in specified periods.
EXCHANGE NOTICE. An Exchangeable Unit Member shall exercise its right to an Elective Exchange by delivering to the Company, with a contemporaneous copy delivered to the Managing Member, in each case during normal business hours at the principal executive offices of the Company and the Managing Member, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged (an “Elective Exchange Notice”), duly executed by such the Exchangeable Unit Member. An Elective Exchange Notice must be delivered at least one week before the proposed Elective Exchange Date or such other date as may be specified in the Policies then in effect, unless otherwise consented by the Managing Member.
EXCHANGE NOTICE being the bearer of this Permanent Global Instrument at the time of its deposit with the Fiscal Agent at its specified office for the purposes of the Instruments, hereby exercises the option set out above to have this Permanent Global Instrument exchanged in whole or in part for Instruments in [definitive/registered form/[ ] in aggregate principal amount of Instruments in definitive form and [ ] in aggregate principal amount of Instruments in registered form]* and directs that such Instruments in definitive form be made available for collection by it from the Fiscal Agent’s specified office and that such Instruments in registered form be made available in accordance with the terms and conditions applicable to the Instruments represented hereby and the Fiscal Agency Agreement. By: (duly authorised) * Delete and complete, as appropriate SCHEDULE 3 THE THIRD SCHEDULE FORM OF DEFINITIVE INSTRUMENT (“ISMA” FORMAT) [On the face of the Instrument:] [<9999999+AAXXXXXXXXX9+XX+999999>] [Denomination] THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [ABB INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)] [ABB FINANCE INC. (incorporated in the State of Delaware with limited liability)] [ABB CAPITAL B.V. (incorporated in The Netherlands with limited liability and having its statutory domicile at Amsterdam)] [Aggregate principal amount of Tranche] [Title of Instruments] [ ] (the “Issuer”) for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto] [and the pricing supplement referred to therein and prepared in relation to the Instruments (“Pricing Supplement”)] to pay to the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement](18) or on such earlier date as the same may become payable in accordance therewith the principal amount of: [denomination in words and numerals] [(, in the case of payment on such earlier date, as reduced from time to time in accordance wit...
EXCHANGE NOTICE. To exchange this Note as provided in the Indenture, check the box: To exchange only part of this Note, state the principal amount to be exchanged (must be $1,000 or an integral multiple of $1,000): $___. If, in the event the Issuer delivers Net Shares and you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Note) 1 Signature guaranteed by: By: 1 Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
EXCHANGE NOTICE. The Exchange Notice will state (i) if the Exchange Securities are not to be issued in the name of the Holder, the name of the person to whom the certificates representing such Exchange Securities; and (ii) the address to which certificates representing Exchange Securities are to be delivered.
EXCHANGE NOTICE. The Exchange Notice shall be in substantially the following form: EXCHANGE NOTICE The undersigned record holder of Listed Shares of Kindxx Xxxxxx Xxxagement, LLC (the "Company") hereby surrenders for exchange pursuant to Section 2.1 of the Exchange Provisions of the Limited Liability Company Agreement of the Company the Listed Shares represented by the certificates described below. Name of Record Holder: ------------------------------------------------- Title: ----------------------------------------------------------------- Address: --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- Telephone Number: ------------------------------------------------------ Tax Identification or Social Security Number: ------------------------- Certificates Surrendered Certificate Number Number of Listed Shares Represented by Certificate ------------------ -------------------------------------------------- -------------------------------------- -------------------------------------------------- -------------------------------------- -------------------------------------------------- -------------------------------------- -------------------------------------------------- -------------------------------------- -------------------------------------------------- -------------------------------------- -------------------------------------------------- Total Number of Listed Shares -------------------------------------------------- (If you desire to exchange less than all Listed Shares scheduled above, complete the blank below with respect to the number of Listed Shares to be exchanged.)
EXCHANGE NOTICE. Any notice of exchange of shares of Series G Preferred Stock by a Holder pursuant to Section 4(a) shall be in the form attached hereto as ANNEX II.
EXCHANGE NOTICE. (a) In accordance with the terms of this Agreement, if a party shall elect to exchange all or any portion of the Senior Loan owed to it pursuant to Section 2.16 of the Loan Agreement during an applicable Exchange Period (as defined herein), the Administrative Agent, acting on behalf of such party, shall deliver a notice (an “Exchange Notice”) specifying the principal amount of such Senior Loan to be exchanged for Convertible Notes to the Company prior to 5:00 PM (New York City time) three (3) Business Days (as defined herein) prior to the date of the proposed Exchange (as defined herein). For purposes of this Section 1.2, an “
